Matomo Marketplace Terms and Conditions

Last Updated: March 27th, 2018

Welcome to the Matomo Marketplace (the “Matomo Marketplace”, formerly the “Piwik Marketplace”), an online marketplace for on-demand applications and downloadable software applications (“Matomo Marketplace Plugins”) that interoperate with applicable Matomo Analytics platform (as defined below). By visiting the Matomo Marketplace website, you agree that your visiting and use of the Matomo Marketplace website is governed by the legally binding terms and conditions described in these Matomo Marketplace Terms and Conditions (“Terms and Conditions”), which you acknowledge represents an agreement between you and InnoCraft Ltd (https://www.innocraft.com/), a New Zealand company (NZBN 6106769) (“InnoCraft”). If you are agreeing to these Terms and Conditions on behalf of a company or other organization, you represent that you have the authority to bind that company or organization to these Terms and Conditions, and the terms “you” and “your” will refer to that company or organization. If you do not have that authority, or if you do not agree with these Terms and Conditions, you may not use and you must leave the Matomo Marketplace.

IF YOU USE THE MATOMO MARKETPLACE, INCLUDING ANY ASSOCIATED MATOMO MARKETPLACE PLUGINS, YOU WILL BE BOUND BY THESE TERMS AND CONDITIONS.

1. The Matomo Marketplace

In the Matomo Marketplace (https://plugins.matomo.org/), you can access, browse, purchase and/or download Matomo Marketplace Plugins. Matomo Marketplace Plugins include any software, content, services, technology, data and other digital materials included in or made available through a Matomo Marketplace Plugin that you download or use via the Matomo Marketplace (including after you download it). Matomo Marketplace Plugins also include any updates, upgrades and other changes thereto and versions thereof that you later use or download from the Matomo Marketplace. InnoCraft may make some Matomo Marketplace Plugins available via the Matomo Marketplace at no charge and others for a price. Most of the Matomo Marketplace Plugins made available on the Matomo Marketplace are provided and licensed to you by third parties, as described in these Terms and Conditions.

2. Using and Downloading Matomo Marketplace Plugins

a. General. After you order a Matomo Marketplace Plugin and pay any corresponding fees to InnoCraft, you may use and/or download the Matomo Marketplace Plugin for your use on a device on which you have installed (or otherwise access) a Matomo Analytics Platform (formerly Piwik Analytics Platform) with which the Matomo Marketplace Plugin is designed to interoperate (a “Matomo Analytics Platform”). Matomo Marketplace Plugins can be used only on devices that also have a Matomo Analytics Platform installed (or through which a Matomo Analytics Platform is otherwise accessed).

b. Special Terms for Free Matomo Marketplace Plugins. You acknowledge that the Matomo Marketplace also includes listings for Matomo Marketplace Plugins that are free of charge. Notwithstanding anything to the contrary in these Terms and Conditions, and without limiting Section 3(e) Disclaimers) below, you acknowledge and agree that (1) you must use your own discretion when you obtain Free Matomo Marketplace Plugins through the Matomo Marketplace or go to Publisher or other third party websites, and you should read the terms and conditions and privacy policies of these Publishers and (2) InnoCraft does not own or control any of these websites or the Free Matomo Marketplace Plugins, and you will not hold us responsible or liable for any such website (including its content, terms and conditions, privacy policy, or anything else) or the Free Matomo Marketplace Plugins, under any circumstances. For clarity, subject to the foregoing, all Free Matomo Marketplace Plugins are still “Matomo Marketplace Plugins” for purposes of these Terms and Conditions.

3. Use of and Restrictions on Matomo Marketplace Plugins

a. Separate Licenses to Use Matomo Marketplace Plugins. Your use of a Matomo Marketplace Plugin (including Free Matomo Marketplace Plugins) will be governed by the terms and conditions of an end user license agreement between you and the publisher (“Publisher”) of the Matomo Marketplace Plugin (a “EULA”). In the event InnoCraft is the Publisher of a Matomo Marketplace Plugin, then such Matomo Marketplace Plugin will be governed by the terms and conditions of InnoCraft’s End User Agreement located at https://www.innocraft.com/license (the “InnoCraft EULA”).

With respect to all Matomo Marketplace Plugins (other than the Free Matomo Marketplace Plugins), the EULA for a Matomo Marketplace Plugin includes the terms set forth below (the “Standard EULA”) and any additional end user license terms included in or with the Matomo Marketplace Plugin (the “Publisher EULA”). If there is a conflict between the Standard EULA and the Publisher EULA, the Standard EULA will control (but, for clarity, the InnoCraft EULA, and not the Standard EULA, will apply to all Matomo Marketplace Plugins published by InnoCraft). The Publisher has the right to enforce the EULA against you. If you do not want to comply with the EULA for a Matomo Marketplace Plugin, you must not use that Matomo Marketplace Plugin. InnoCraft is not a party to the EULA for any Matomo Marketplace Plugin (unless InnoCraft is the Publisher of that Matomo Marketplace Plugin). The Standard EULA includes the following end user license terms, and if the Matomo Marketplace Plugin does not include a Publisher EULA, these terms will constitute the entire EULA between you and the Publisher:

Standard EULA

(i) The Publisher is the licensor of the Matomo Marketplace Plugin and InnoCraft is not a party to the Publisher EULA or this Standard EULA, as applicable.

(ii) If the Matomo Marketplace Plugin does not include a Publisher EULA that specifies Matomo Marketplace Plugin license rights, Publisher grants you a limited, worldwide, non-exclusive, non-transferable and non-sublicensable license to download and use the Matomo Marketplace Plugin only on hardware systems owned, leased or controlled by you.

(iii) Licenses granted by Publisher are granted subject to the condition that you must ensure the maximum number of Authorized Users that are able to access and use the Matomo Marketplace Plugin concurrently is equal to the number of User Licenses for which the necessary fees have been paid to InnoCraft for this subscription period. You may upgrade your license at any time on payment of the appropriate fees to InnoCraft in order to increase the maximum number of authorized users. “User License” means a license granted under this EULA to you to permit an Authorized User to use the Matomo Marketplace Plugin. The number of User Licenses granted to you is dependent on the fees paid by you. “Authorized User” means a person who has an account in the Matomo Analytics Platform (or Piwik Analytics Platform) and could use a Matomo Marketplace Plugin under the EULA and for which the necessary fees (“Subscription fees”) have been paid to InnoCraft for the current subscription period.

(iv) License permits the deployment and use of a single instance of the software in a single Matomo production environment. Additional licenses must be purchased in order to deploy the Matomo Marketplace Plugin in multiple Matomo instances, including when these multiple Matomo instances are hosted on a single hardware system.

(v) Piwik Analytics was renamed to Matomo Analytics in January 2018. The same terms and conditions as well as any restrictions or grants apply if you are using any version of Piwik.

(vi) Any information that Publisher collects from you or your device will be subject to any Publisher EULA, privacy notice, or similar terms that the Publisher provides to you, and will not be subject to the InnoCraft Privacy Policy (unless InnoCraft is the Publisher), including any ticket that you may create in the Matomo Marketplace system that is forwarded (assigned) to the Publisher.

(vii) You may not reverse engineer or disassemble or re-distribute the Matomo Marketplace Plugin in whole or in part, or create any derivative works from or sublicense any rights in the Matomo Marketplace Plugin, unless otherwise expressly authorized in writing by Publisher.

(viii) The Matomo Marketplace Plugin is protected by copyright and other intellectual property laws and treaties. Unless otherwise expressly stated in the Publisher EULA, Publisher or its licensors own all title, copyright and other intellectual property rights in the Matomo Marketplace Plugin, and the Matomo Marketplace Plugin is licensed to you directly by the Publisher, not sold.

End of Standard EULA

b. Information Provided by InnoCraft to Publisher. You hereby explicitly acknowledge and authorize InnoCraft to, in connection with your purchase of one or more Matomo Marketplace Plugin(s), provide the Publisher with the information provided by you in completing the purchase (including without limitation, your name, company name (if any), addresses (including e-mail address) and phone number).

c. Consent to Use Data. You agree that Publisher and InnoCraft may collect and use technical data and related information, including without limitation, technical information relating to your device, system, Matomo Marketplace Plugin, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other services to you related to the Matomo Marketplace Plugin. Publisher and InnoCraft may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technology to you (including with respect to InnoCraft, the Matomo Marketplace and Matomo Analytics Platform).

d. Publisher Access to Your Data. If you evaluate and/or install Matomo Marketplace Plugins of which InnoCraft is not the Publisher (all Matomo Marketplace Plugins for which InnoCraft is the Publisher are found at https://plugins.matomo.org/developer/innocraft), those applications may transmit your data outside of InnoCraft’s systems during normal use, and the Publishers of those Matomo Marketplace Plugins may be able to obtain access to your data in Matomo Analytics Platform through the applicable Matomo Analytics Platform’s application programming interface (API). Such access may result in the disclosure, modification or deletion of your data by those Publishers or their Matomo Marketplace Plugins. Further, the Publisher and its agents and partners may collect and use data pertaining to your configuration and/or use of the Matomo Marketplace Plugin(s). InnoCraft is not responsible for any transmission, collection, disclosure, modification, use or deletion of your data, as described in this paragraph, by or through Matomo Marketplace Plugins or their Publishers. Any information InnoCraft receives is subject to the Matomo Privacy Policy located at https://matomo.org/privacy-policy/. Publisher has agreed to handle your data in accordance with (i) all applicable laws; and (ii) privacy and security measures reasonably adequate to preserve your data’s confidentiality and security.

e. Disclaimer. You agree that you bear all risks associated with using or relying on Matomo Marketplace Plugins from the Matomo Marketplace. InnoCraft does not in any way warrant the accuracy, reliability, security, completeness, usefulness, non-infringement, or quality of any Matomo Marketplace Plugins (including without limitation any applications or content contained therein), regardless of who originated that content (including InnoCraft, and InnoCraft’s employees, partners, affiliates or moderators), and even if a Matomo Marketplace Plugin complies with the Marketplace Guidelines. InnoCraft hereby disclaim all warranties, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, relating to such Matomo Marketplace Plugins. InnoCraft shall not be liable or responsible in any way for any losses or damage of any kind, including lost profits or other indirect or consequential damages, relating to your use of or reliance upon any Matomo Marketplace Plugins in the Matomo Marketplace. A significant portion of the Matomo Marketplace Plugins in the Matomo Marketplace are provided by parties other than InnoCraft. The third-party content included in the Matomo Marketplace Plugins is the sole responsibility of the Publisher of that content. InnoCraft is not responsible for any third-party content, whether or not it reviewed or moderated such content.

f. Indemnification. You agree to indemnify and hold InnoCraft and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of content you submit to or publish on the Matomo Marketplace, your use of the Matomo Marketplace or any Matomo Marketplace Plugins, your violation of these Terms and Conditions or the EULA, or your violation of any rights of a third party.

g. Compliance with Law and Reservation of Rights. You will use the Matomo Marketplace and Matomo Marketplace Plugins in compliance with all applicable laws. Except for the rights explicitly granted to you in these Terms and Conditions and in the EULA for each Matomo Marketplace Plugin, all right, title and interest in the Matomo Marketplace and the Matomo Marketplace Plugins are reserved and retained by their respective providers, publishers and rights holders. You do not acquire any ownership rights in the Matomo Marketplace or the Matomo Marketplace Plugins as a result of downloading, installing or using the Matomo Marketplace or the Matomo Marketplace Plugins.

h. Support and Maintenance of Matomo Marketplace Plugins. Any support and maintenance of the Matomo Marketplace Plugins shall be provided by the Publisher and only to the extent described in the EULA. You agree and acknowledge that InnoCraft has no responsibility for providing such support and maintenance. Failure of Publisher to provide support and maintenance will not entitle you to any refund of fees from InnoCraft in connection with obtaining the applicable Matomo Marketplace Plugin and/or support and maintenance.

i. Sales Contract. You agree and acknowledge that InnoCraft is the reseller of the Matomo Marketplace Plugin, you are purchasing the Matomo Marketplace Plugin from InnoCraft and you are required to make the related payments directly to InnoCraft. The sales contract between you and InnoCraft includes these Terms and Conditions and the applicable invoice provided to you by InnoCraft. Notwithstanding the foregoing, the license to the Matomo Marketplace Plugin is provided directly to you by the Publisher as described in the Standard EULA and Publisher EULA, as applicable.

j. Promotions/Special offers. As part of a promotion or a special offer, InnoCraft may grant you a license free of charge for a paid Matomo Marketplace Plugin when you purchase a rewarding Matomo Marketplace Plugin. When you get such a license for a Matomo Marketplace Plugin free of charge, this license automatically ends as soon as the subscription / license ends which rewarded this free of charge Matomo Marketplace Plugin. Once the license has ended, the user will no longer receive any updates and will need to uninstall this free of charge Matomo Marketplace Plugin just like the rewarding Matomo Marketplace Plugin. The license for this free of charge Matomo Marketplace Plugin may not be transferred to another user and the usage is restricted to the same single Matomo (or Piwik) instance where the rewarding Matomo Marketplace Plugin is installed. The same license, terms and conditions, as well as any resulting restrictions apply to this free of charge Matomo Marketplace Plugin as well (see this page).
InnoCraft has the right to end such a promotion at any time. InnoCraft may also terminate the license for such a free of charge Matomo Marketplace Plugin and revoke access to this feature at any time without prior notice.

4. Fees

Subscription fees are payable in advance. By purchasing a Subscription, you authorize InnoCraft to charge your payment method immediately and on a pre-pay basis for the Subscription period indicated. InnoCraft may suspend any aspect of the Matomo Marketplace Plugin which you have not paid for, or for which the Subscription has expired or is not valid.

To avoid a potential disruption to your Subscriptions, we offer automatic renewal, and it is enabled by default for all purchases. Unless you notify InnoCraft before the end of the applicable Subscription period that you want to cancel, your Subscription will automatically renew, and you authorize InnoCraft to collect the then-applicable annual fee (which may change) for such Subscription (as well as any taxes that InnoCraft has the legal obligation to collect or pay) using any credit card or other payment mechanism we have on record for you. To cancel, you can go to the “My Account” page on shop.matomo.org and cancel your subscription.

You may claim a refund of any fees you have paid for any Subscription within 14 days of your purchase. Your use of the Matomo Marketplace Plugin you are claiming a refund for may be terminated when you are refunded.

5. Reviews of Matomo Marketplace Plugins

The Matomo Marketplace allows you to post reviews of Matomo Marketplace Plugins you have used, and to post comments on such reviews. To be useful to other users, those reviews and comments you post must be made in good faith after reasonable evaluation of the full application. Therefore:

You may post only one review per application, unless the later review reflects a good-faith rating change based on further evaluation.

If you post a review of, or comment on, a Matomo Marketplace Plugin for which you are the Publisher, you must disclose your affiliation.

If you post a review of, or comment on, a competitor’s Matomo Marketplace Plugin, you must disclose your affiliation.

InnoCraft reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review or comment on the Matomo Marketplace. Content unrelated to a review or comment of the relevant Matomo Marketplace Plugin – for example, discussing InnoCraft’s employees, business or stock, or those of other companies, or unrelated products or services – is prohibited. In addition, reviews and comments may not contain content that:

violates applicable law, including any privacy, intellectual property or other rights of a third party, or suggests or encourages unlawful activity;

constitutes advertising or any other form of commercial solicitation; or

impersonates any other person or entity, including any of InnoCraft’s employees.

6. General

a. U.S. Government Users. If you are a U.S. Government end user, the Publisher is providing the Matomo Marketplace Plugins to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights granted to you by the Publisher for the Matomo Marketplace Plugins are the same as the rights the Publisher customarily grant to others under the EULA.

b. Termination; Amendments. Your rights under these Terms and Conditions will automatically terminate without notice from InnoCraft if you fail to comply with any of its terms. In case of such termination, you must cease all use of the Matomo Marketplace and the Matomo Marketplace Plugins, and InnoCraft may immediately revoke your access to the Matomo Marketplace and Matomo Marketplace Plugins without notice to you and without refund of any purchases. Our failure to insist upon or enforce your strict compliance with these Terms and Conditions will not constitute a waiver of any of InnoCraft’s rights. InnoCraft may amend any of these Terms and Conditions terms at its sole discretion by posting the revised terms on the shop.matomo.org website. Your continued use of the Matomo Marketplace or the Matomo Marketplace Plugins after the effective date of the revised Terms and Conditions constitutes your acceptance of such revised terms.

c. Damages Cap. InnoCraft, our affiliates, officers, directors, contractors and employees will have no direct, consequential, special, indirect, exemplary, punitive, or other liability arising out of or relating to this agreement, even if advised of the possibility of such liability and notwithstanding any failure of essential purpose of any limited remedy. In the event that the above is not enforceable, InnoCraft’s total aggregate liability under this agreement, regardless of the number of claims, related or not, is limited to amounts paid or payable to InnoCraft by you under this agreement during the 12 months preceding the events first giving rise to the claim.

d. Governing Law; Arbitration. These Terms and Conditions are governed by the laws of New Zealand, and, subject to the following sentence, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New Zealand. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms and Conditions.

e. DMCA Process. If you believe that any content in the Matomo Marketplace violates your copyright, please notify InnoCraft’s copyright agent in writing. The contact information for InnoCraft’s copyright agent is at the bottom of this section. InnoCraft cannot take action unless you give us all the required information. In order for InnoCraft to take action, you must do the following in your notice:

(i) provide your physical or electronic signature;

(ii) identify the copyrighted work that you believe is being infringed;

(iii) identify the item that you thinks is infringing and include sufficient information about where the material is located (including which website) so that InnoCraft can find it;

(iv) provide InnoCraft with a way to contact you (such as address, telephone number, or email);

(v) provide a statement that you believe in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by InnoCraft; and

(vi) provide a statement that the information you provide in the notice is accurate, and that (under penalty of perjury), you are authorized to act on behalf of the copyright owner whose work is being infringed.

Here is the contact information for InnoCraft’s copyright agent:

Copyright Enforcement, InnoCraft Ltd

E-Mail: legal@innocraft.com

g. Assignment. You may not assign or transfer the agreement formed by your agreeing to these Terms and Conditions. InnoCraft may freely assign, transfer, and delegate its rights and obligations under these Terms and Conditions. You acknowledge and agree that InnoCraft’s affiliates, contractors and service providers may exercise all rights of InnoCraft under these Terms and Conditions.